Fair Value Measurements (Tables) - Gravitics Inc [Member]
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2026 |
Dec. 31, 2025 |
| Schedule of Company’s Assets and Liabilities Measured at Fair Value on Recurring Basis |
The
following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis (amounts in thousands):
Schedule
of Company’s Assets and Liabilities Measured at Fair Value on Recurring Basis
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total
Fair Value | |
| | |
March 31, 2026 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total
Fair Value | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities | |
$ | - | | |
$ | - | | |
$ | 52 | | |
$ | 52 | |
| Total liabilities | |
$ | - | | |
$ | - | | |
$ | 52 | | |
$ | 52 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total
Fair Value | |
| | |
December 31, 2025 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total
Fair Value | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Convertible promissory notes | |
$ | - | | |
$ | - | | |
$ | 5,739 | | |
$ | 5,739 | |
| Warrant liabilities | |
| - | | |
| - | | |
| 2,934 | | |
| 2,934 | |
| SAFE liabilities | |
| - | | |
| - | | |
| 10,109 | | |
| 10,109 | |
| Total liabilities | |
$ | - | | |
$ | - | | |
$ | 18,782 | | |
$ | 18,782 | |
|
The
following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis (amounts in thousands):
Schedule
of Company’s Assets and Liabilities Measured at Fair Value on Recurring Basis
| | |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Total
Fair Value | |
| | |
December 31, 2025 | |
| | |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Total
Fair Value | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Convertible
promissory notes | |
$ | - | | |
$ | - | | |
$ | 5,739 | | |
$ | 5,739 | |
| Warrant
liabilities | |
| - | | |
| - | | |
| 2,934 | | |
| 2,934 | |
| SAFE
liabilities | |
| - | | |
| - | | |
| 10,109 | | |
| 10,109 | |
| Total
liabilities | |
$ | - | | |
$ | - | | |
$ | 18,782 | | |
$ | 18,782 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total
Fair Value | |
| | |
December 31, 2024 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total
Fair Value | |
| Liabilities: | |
| | |
| | |
| | |
| |
| Convertible promissory notes | |
| - | | |
| - | | |
| 4,248 | | |
| 4,248 | |
| Warrant liabilities | |
| - | | |
| - | | |
| 949 | | |
| 949 | |
| SAFE liabilities | |
| - | | |
| - | | |
| 7,673 | | |
| 7,673 | |
| Total liabilities | |
$ | - | | |
$ | - | | |
$ | 12,870 | | |
$ | 12,870 | |
|
| Schedule of Change in Liability Classified Warrant Fair Value |
The
following table summarizes the change in SAFE fair value for the three months ended March 31, 2026 and 2025 (amounts in thousands):
Schedule
of Change in Fair Value
| | |
| | |
Related Party | | |
| |
| | |
SAFE | | |
SAFE | | |
| |
| | |
Liabilities | | |
Liabilities | | |
Total | |
| Balance at January 1, 2026 | |
$ | 5,594 | | |
$ | 4,515 | | |
$ | 10,109 | |
| Change in fair value | |
| 504 | | |
| 139 | | |
| 643 | |
| Conversion to equity | |
| (6,098 | ) | |
| (4,654 | ) | |
| (10,752 | ) |
| Balance at March 31, 2026 | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| | | |
| Related Party | | |
| | |
| | |
| SAFE | | |
| SAFE | | |
| | |
| | |
| Liabilities | | |
| Liabilities | | |
| Total | |
| Balance at January 1, 2025 | |
$ | 5,925 | | |
$ | 1,748 | | |
$ | 7,673 | |
| Change in fair value | |
| (454 | ) | |
| (129 | ) | |
| (583 | ) |
| Balance at March 31, 2025 | |
$ | 5,471 | | |
$ | 1,619 | | |
$ | 7,090 | |
|
The
following table summarizes the change in SAFE fair value for the years ended December 31, 2025 and 2024 (amounts in thousands):
Schedule
of Change in Fair Value
| | |
| | |
Related Party | | |
| |
| | |
SAFE | | |
SAFE | | |
| |
| | |
Liabilities | | |
Liabilities | | |
Total | |
| Balance at January 1, 2024 | |
$ | 3,375 | | |
$ | 133 | | |
$ | 3,508 | |
| Issuance of SAFES | |
| 1,557 | | |
| 1,500 | | |
| 3,057 | |
| Change in fair value | |
| 993 | | |
| 115 | | |
| 1,108 | |
| Balance at December 31, 2024 | |
| 5,925 | | |
| 1,748 | | |
| 7,673 | |
| Issuance of SAFES | |
| 655 | | |
| 2,940 | | |
| 3,595 | |
| Change in fair value | |
| (986 | ) | |
| (173 | ) | |
| (1,159 | ) |
| Balance at December 31, 2025 | |
$ | 5,594 | | |
$ | 4,515 | | |
$ | 10,109 | |
|
| Schedule of Significant Inputs Used in Fair Value Measurement |
Schedule of Fair Value of Preferred Stock Derived Using the Following Inputs
| | |
As of
January 12, | |
| | |
2026 | |
| Equity value | |
$ | 99,868 | |
| Expected term to liquidity (in years) | |
| 3.0 | |
| Equity volatility | |
| 75 | % |
| Risk-free rate | |
| 3.8 | % |
|
|
| Warrant [Member] |
|
|
| Schedule of Change in Liability Classified Warrant Fair Value |
The
following table summarizes the change in liability-classified warrant fair value for the three months ended March 31, 2026 and 2025 (amounts
in thousands):
Schedule
of Change in Liability Classified Warrant Fair Value
| | |
| | |
Related Party | | |
| |
| | |
Warrant | | |
Warrant | | |
| |
| | |
Liabilities | | |
Liabilities | | |
Total | |
| Balance at January 1, 2026 | |
$ | 2,689 | | |
$ | 245 | | |
$ | 2,934 | |
| Additions | |
| 52 | | |
| - | | |
| 52 | |
| Change in fair value | |
| 7,615 | | |
| 847 | | |
| 8,462 | |
| Change in classification to equity | |
| (10,304 | ) | |
| (1,092 | ) | |
| (11,396 | ) |
| Balance at March 31, 2026 | |
$ | 52 | | |
$ | - | | |
$ | 52 | |
| | |
| | |
Related Party | | |
| |
| | |
Warrant | | |
Warrant | | |
| |
| | |
Liabilities | | |
Liabilities | | |
Total | |
| Balance at January 1, 2025 | |
$ | 830 | | |
$ | 119 | | |
$ | 949 | |
| Change in fair value | |
| 372 | | |
| 53 | | |
| 425 | |
| Balance at March 31, 2025 | |
$ | 1,202 | | |
$ | 172 | | |
$ | 1,374 | |
|
The
following table summarizes the change in liability-classified warrant fair value for the years ended December 31, 2025 and 2024 (amounts
in thousands):
Schedule
of Change in Liability Classified Warrant Fair Value
| | |
| | |
Related Party | | |
| |
| | |
Warrant | | |
Warrant | | |
| |
| | |
Liabilities | | |
Liabilities | | |
Total | |
| Balance at January 1, 2024 | |
$ | 817 | | |
$ | 107 | | |
$ | 924 | |
| Change in fair value | |
| 75 | | |
| 12 | | |
| 87 | |
| Change in classification to equity | |
| (62 | ) | |
| - | | |
| (62 | ) |
| Balance at December 31, 2024 | |
| 830 | | |
| 119 | | |
| 949 | |
| Change in fair value | |
| 1,859 | | |
| 126 | | |
| 1,985 | |
| Balance at December 31, 2025 | |
$ | 2,689 | | |
$ | 245 | | |
$ | 2,934 | |
|
| Schedule of Significant Inputs Used in Fair Value Measurement |
Schedule
of Significant Inputs Used in Fair Value Measurement
| | |
| | |
| Stock price - common | |
$ | 4.28 | |
| Risk-free interest rate | |
| 4.0 | % |
| Expected term (years) | |
| 5.0 | |
| Expected volatility | |
| 62.4 | % |
| Expected dividend yield | |
| 0.0 | % |
|
|
| Schedule of Significant Inputs Used in Fair Value Measurement of Warrant Liabilities |
The
significant inputs used in the Level 3 fair value measurement of the warrant liabilities at December 31, 2025 are as follows:
Schedule
of Significant Inputs Used in Fair Value Measurement of Warrant Liabilities
| | |
As of
December 31, | |
| | |
2025 | |
| Equity value | |
$ | 111,800 | |
| Fully diluted capitalization (shares) | |
| 20,013,152 | |
| Equity ownership percentage (per warrant) | |
| 0.5% - 6.0% | |
|
The
significant inputs used in the Level 3 fair value measurement of the warrant liabilities are as follows:
Schedule
of Significant Inputs Used in Fair Value Measurement of Warrant Liabilities
| | |
2025 | | |
2024 | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Equity value | |
$ | 111,800 | | |
$ | 30,601 | |
| Fully diluted capitalization (shares) | |
| 20,013,152 | | |
| 18,820,109 | |
| Equity ownership percentage (per warrant) | |
| 0.5% - 6.0 | % | |
| 0.5% - 6.0 | % |
|
| Convertible Debt [Member] |
|
|
| Schedule of Change in Liability Classified Warrant Fair Value |
The
following table summarizes the change in convertible promissory note fair value for the three months ended March 31, 2026 and 2025 (amounts
in thousands):
Schedule
of Change in Convertible Promissory Note of Fair Value
| | |
| | |
Related Party | | |
| |
| | |
Convertible | | |
Convertible | | |
| |
| | |
Promissory | | |
Promissory | | |
| |
| | |
Notes | | |
Notes | | |
Total | |
| Balance at January 1, 2026 | |
$ | 4,965 | | |
$ | 774 | | |
$ | 5,739 | |
| Change in fair value | |
| 2,986 | | |
| 463 | | |
| 3,449 | |
| Repayment of interest, including $20 PIK interest | |
| (80 | ) | |
| - | | |
| (80 | ) |
| Conversion to equity | |
| (7,871 | ) | |
| (1,237 | ) | |
| (9,108 | ) |
| Balance at March 31, 2026 | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| | | |
| Related Party | | |
| | |
| | |
| Convertible | | |
| Convertible | | |
| | |
| | |
| Promissory | | |
| Promissory | | |
| | |
| | |
| Notes | | |
| Notes | | |
| Total | |
| Balance at January 1, 2025 | |
$ | 3,728 | | |
$ | 520 | | |
$ | 4,248 | |
| Change in fair value | |
| 239 | | |
| 31 | | |
| 270 | |
| Repayment of interest, including $16 PIK interest | |
| (61 | ) | |
| - | | |
| (61 | ) |
| Balance at March 31, 2025 | |
$ | 3,906 | | |
$ | 551 | | |
$ | 4,457 | |
|
The
following table summarizes the change in convertible promissory note fair value for the years ended December 31, 2025 and 2024 (amounts
in thousands):
Schedule
of Change in Convertible Promissory Note of Fair Value
| | |
| | |
Related Party | | |
| |
| | |
Convertible | | |
Convertible | | |
| |
| | |
Promissory | | |
Promissory | | |
| |
| | |
Notes | | |
Notes | | |
Total | |
| Balance at January 1, 2024 | |
$ | 4,433 | | |
$ | 386 | | |
$ | 4,819 | |
| Change in fair value | |
| 1,112 | | |
| 134 | | |
| 1,246 | |
| Repayment of interest, including $199 PIK interest | |
| (749 | ) | |
| - | | |
| (749 | ) |
| Settlements | |
| (1,068 | ) | |
| - | | |
| (1,068 | ) |
| Balance at December 31, 2024 | |
| 3,728 | | |
| 520 | | |
| 4,248 | |
| Change in fair value | |
| 1,604 | | |
| 254 | | |
| 1,858 | |
| Repayment of interest, including $92 PIK interest | |
| (367 | ) | |
| - | | |
| (367 | ) |
| Balance at December 31, 2025 | |
$ | 4,965 | | |
$ | 774 | | |
$ | 5,739 | |
|
| Schedule of Significant Inputs Used in Fair Value Measurement |
The
probability-weighted fair values were derived using the significant inputs set forth below:
Schedule of Fair Value of Preferred Stock Derived Using the Following Inputs
| | |
As of
March 30, | |
| | |
2026 | |
| Equity value | |
$ | 173,534 | |
| Weighting of exit scenario | |
| 40 | % |
| Weighting of going concern scenario | |
| 60 | % |
| Expected term to liquidity (in years) | |
| 3.0 | |
| Equity volatility | |
| 75 | % |
| Risk-free rate | |
| 3.8 | % |
|
|
| Convertible Promissory Note [Member] |
|
|
| Schedule of Significant Inputs Used in Fair Value Measurement |
The
significant inputs used in the Level 3 fair value measurement of convertible promissory notes are as follows:
Schedule
of Significant Inputs Used in Fair Value Measurement
| | |
As of
December 31, | |
| | |
2025 | |
| Equity value | |
$ | 111,800 | |
| Volatility | |
| 57.0 | % |
| Discount rate | |
| 20.3% - 35.5 | % |
| Expected term to event (in years) | |
| 0.13 - 0.83 | |
| Probability of equity financing | |
| 85.0 | % |
| Probability of corporate transaction | |
| 10.0 | % |
| Probability of maturity | |
| 2.5 | % |
| Probability of dissolution | |
| 2.5 | % |
|
The
significant inputs used in the Level 3 fair value measurement of convertible promissory notes are as follows:
Schedule of Significant Inputs Used in Fair Value Measurement
| | |
2025 | | |
2024 | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Equity value | |
$ | 111,800 | | |
$ | 30,601 | |
| Volatility | |
| 57.0 | % | |
| 47.0% - 54.0 | % |
| Discount rate | |
| 20.3%
- 35.5 | % | |
| 19.6% - 34.8 | % |
| Expected term to event (in years) | |
| 0.13 - 0.83 | | |
| 1.0 - 1.83 | |
| Probability of equity financing | |
| 85.0 | % | |
| 75.0 | % |
| Probability of corporate transaction | |
| 10.0 | % | |
| 10.0 | % |
| Probability of maturity | |
| 2.5 | % | |
| 5.0 | % |
| Probability of dissolution | |
| 2.5 | % | |
| 10.0 | % |
|
| SAFE Liabilities [Member] |
|
|
| Schedule of Significant Inputs Used in Fair Value Measurement |
The
significant inputs used in the Level 3 fair value measurement of the SAFEs are as follows:
Schedule
of Significant Inputs Used in Fair Value Measurement
| | |
As of
December 31, | |
| | |
2025 | |
| Equity value | |
$ | 111,800 | |
| Volatility | |
| 32.0% - 32.5% | |
| Discount rate | |
| 3.8% - 9.2% | |
| Expected term to event (in years) | |
| 0.13 - 0.75 | |
| Probability of equity financing | |
| 85.0 | % |
| Probability of liquidity event | |
| 12.5 | % |
| Probability of dissolution event | |
| 2.5 | % |
|
The
significant inputs used in the Level 3 fair value measurement of the SAFEs are as follows:
Schedule
of Significant Inputs Used in Fair Value Measurement
| | |
2025 | | |
2024 | |
| | |
December
31, | |
| | |
2025 | | |
2024 | |
| Equity
value | |
$ | 111,800 | | |
$ | 30,601 | |
| Volatility | |
| 32.0%
- 32.5 | % | |
| 33.5%
- 36.5 | % |
| Discount
rate | |
| 3.8%
- 9.2 | % | |
| 5.2%
- 8.5 | % |
| Expected
term to event (in years) | |
| 0.13
- 0.75 | | |
| 1.0
- 1.75 | |
| Probability
of equity financing | |
| 85.0 | % | |
| 75.0 | % |
| Probability
of liquidity event | |
| 12.5 | % | |
| 15.0 | % |
| Probability
of dissolution event | |
| 2.5 | % | |
| 10.0 | % |
|